General Terms & Conditions
of Business

1. 01.1The following general terms of business govern all deliveries and operations by Syrohchem Laboratories Pvt Ltd. Any contrary or supplementary conditions, particularly general terms of purchase imposed by the customer, apply only when stipulated to in writing.
2. 01.2We sell our products exclusively to customers entitled under pertinent legal provisions to acquire them. It is company policy that no deliveries are made to individual persons.
3. 01.3All offers remain valid for four weeks unless otherwise stated.
4. 01.4Orders addressed to Syrohchem Laboratories Pvt Ltd must be made in writing unless another arrangement has been agreed. We issue a written confirmation that the order has been received; this confirmation may be replaced by proper fulfilment of the order and/or delivery of the goods. Orders are deemed offers to conclude a contract and we reserve the right to refuse them — if a contract is refused, the customer is informed at once. No further written confirmation of contract is necessary. Any change to an order must be communicated to us in writing; within reason we will endeavour to accommodate it, while expressly reserving the right to verify the conditions and terms of delivery.
5. 01.5Where we agree to a cancellation or rescission of a contract requested by the customer, the customer must make good the resulting expenses.
6. 01.6Our products are intended for use in laboratories or for research purposes only, unless the contrary has been specifically agreed in writing. In particular, they may not be used as pharmaceutical active ingredients, for in-vivo diagnostic purposes, as supplements to food or animal feed, as human or veterinary medical products or cosmetics, or for any other commercial purpose.

The products we deliver conform to the quality and composition reported on the specification note attached to them on delivery. Where other delivery documents contain contrary information, the specification note for the substance is decisive. We issue product certificates and test warrants exclusively at the customer's request, each referring to one specific batch only. All data on specification notes, labels, product certificates and test certificates refer solely to the contractual composition of our products — they contain no assurance of properties and do not represent a guarantee against damages arising from any defect they may have.

1. 03.1Our prices are quoted as sales prices without VAT. All other costs — for example freight, customs duties, insurance premiums, and any requested or necessary special packaging — are charged separately.
2. 03.2For customers' orders we charge a packing and freight surcharge determined by our current list of shipping prices. Any customs duties, taxes, shipping costs, etc. arising when goods are shipped to foreign countries must be paid by the customer.

1. 04.1Unless otherwise agreed, invoices are due 14 days after the invoice date, without discount. If the customer is in arrears with payment, we reserve the right to charge arrearage interest of 5% over the current base interest rate of the European Central Bank, unless it is shown that damages amount to less — this does not exclude the possibility of higher damages for arrearage.
2. 04.2The customer may refuse payment only within permissible bounds and only on grounds resulting from the same contract. A customer may set off claims it has against us only to the extent that we have acknowledged such claims as valid and due, or they have been determined by a final ruling.

We package and ship our products in accordance with the safety requirements concerning the regulations for hazardous goods in their current form.

1. 06.1Delivery dates and times are approximate only, unless we have expressly designated them in writing as binding. The delivery term begins on the day we confirm receipt of an order, but not until all technical and commercial details have been settled and any required permits submitted. Any change the customer requests to the order during the delivery term leads to a proportionate lengthening of that term.
2. 06.2Partial fulfilment of orders is permissible.
3. 06.3Should unforeseeable events occur, we are entitled to delay shipment for the duration of the hindrance plus a reasonable time for preparation. An unforeseen event is any circumstance we are unable to prevent by the exercise of reasonable care, depending on the nature of the order — for example war, measures of monetary or trade policy or other government action, internal unrest, acts of God, fire, strikes, lockouts, lack of inputs for which we are not responsible, interruption of transport or operation, or any other form of force majeure that endangers, substantially hampers or prevents fulfilment of the contract. In such a case we are entitled to rescind the contract without paying damages. The customer may demand that we state whether we will rescind or ship within a reasonable time; if we fail to do so, the customer may rescind the contract. The customer may not refuse partial delivery or partial fulfilment.
4. 06.4Should we delay, the customer must grant a reasonable extension. If we fail to ship the merchandise within that extension, once it elapses the customer is entitled to rescind the order for the amounts not shipped. If we are unable to fulfil the order within the stipulated time, the customer's only recourse is to cancel the order — there is no right to demand damages.

1. 07.1All shipped goods remain our property pending fulfilment of all claims arising from the business relationship as a whole, regardless of the legal grounds, even when payment has been made for specifically designated claims. Where an account is open, retention of title serves to secure the balance of our claim.
2. 07.2The customer must immediately report to us any attachment by third parties or other encroachment on merchandise whose title we retain.
3. 07.3If the value of our sureties exceeds our claims by a total of 20%, we are bound to release the sureties of our choosing to the extent of the excess.

1. 08.1The customer must inspect the shipment at once upon receipt. Visible errors or deficiencies must be reported within 10 days; invisible deficiencies must be reported as soon as they are discovered. Should the shipment be defective, Syrohchem Laboratories Pvt Ltd is firstly entitled to resolve the deficiency within a reasonable time. If no resolution is forthcoming, or it is delayed or unsatisfactory, the customer is entitled to a rebate. All further claims are explicitly ruled out, particularly claims to damages of any kind — exceptions exist in the case of mandatory legal provisions, in particular regarding damages for intentional or grossly negligent conduct.
2. 08.2If we fail to comply with the aforesaid warranty obligations, or such compliance fails to achieve its aim, the customer is entitled to reduce payment or, as the customer may choose, to rescind the contract. The warranty is deemed to have failed if a deficiency is not remedied despite two successive attempts to provide replacements or make good the deficiency.
3. 08.3No other or further warranty claims exist. This applies likewise to any claims for damages arising from deficiencies not present in the shipped item itself, namely consequential damages. If guaranteed characteristics are lacking, claims for damages may be asserted only to the extent the guarantee was intended to protect the customer specifically against damage of the kind that occurred. Unearned profits and other economic losses do not provide a basis for claims.
4. 08.4The customer must pack and label any receptacle containing especially hazardous materials (e.g. explosive, toxic, carcinogenic or radioactive materials, and those posing biological hazards) in accordance with guidelines currently in effect. The customer must also provide us with all available documentation on known risks of the material shipped or to be manufactured (e.g. product safety data sheets). Failure to do so makes the customer liable for any resulting damage to property or persons. If the customer knows that the substance to be produced poses a danger and nonetheless fails to provide the pertinent risk information, Syrohchem Laboratories Pvt Ltd may rescind the contract and charge the customer for the resulting costs.

Both Syrohchem Laboratories Pvt Ltd and the customer agree to guard any information they receive from each other in connection with the fulfilment of an order. Specifically, both parties undertake:

1. 09.1To use the information solely for its intended purpose.
2. 09.2Not to divulge the information to any third party without written consent from the other party.
3. 09.3At the other party's request, to return or destroy all documents containing confidential material or samples.
4. 09.4Not to copy documents containing confidential information without the other party's written consent. Each party may divulge confidential information to the media, or disclose it in scientific publications, only with the other party's prior written consent.

1. 10.1Unless these terms otherwise specify, Syrohchem Laboratories Pvt Ltd is liable for damages resulting from violation of contractual or non-contractual duties only in the event of intent or gross negligence. We remain liable for intentional or grossly negligent acts by any agent fulfilling contractual obligations, provided that agent occupies a supervisory position and violates an essential contractual obligation.
2. 10.2All claims against Syrohchem Laboratories Pvt Ltd, whatever their legal basis, become void after one year at the latest, unless the law provides for a briefer term of limitation or one is stipulated in these terms.
3. 10.3The above provisions do not affect claims arising from personal injury or damage to items of personal use under the Product Liability Act.

1. 11.1The place of fulfilment for our shipments and services is our place of business in Mumbai, Republic of India, which likewise determines the court of jurisdiction.
2. 11.2All legal relations between us and the customer are governed solely by the applicable law of the Republic of India regulating legal relations between parties domiciled within the Republic of India.

If one or more provisions of these general terms of business are void, this does not affect the validity of the remaining provisions. A void provision is replaced by the provision that most closely resembles it in economic sense and purpose.